Road Direct provides an outstanding traffic management operating system that utilises accessible and easy to use App.  The system runs your traffic management jobs from job bookings to charging out and tracking time and materials.  The web-based system can turn your operations fully paperless for your staff to use from their phone, tablet or laptop.
1    Definitions – In these Terms:
Agreement means any agreement between Road Direct and the Customer for the use of our Services in accordance with the Fee Schedule and these Terms;
App means any Software program that we provide for cell phones, tablets and computers;
Customer means any company, firm or individual or their agent to whom we provide our Software and Services and is also referred to in these Terms as “you” and “your”;
Data means information that you input or collect for our systems;
Intellectual Property Rights includes copyright and all present and future intellectual property rights as may exist anywhere in the world, whether conferred by statute, at common law or in equity, and whether or not registered or capable of registration;
Road Direct is the trading name of Road Direct Limited and is also referred to in these Terms as “we” and “our”;
Services means all of our services, including the use of our App and Software, which we provide to you in accordance with the Agreement;
Software means our internet-based software that we provide through our App programme;
Terms means these terms and all other written communications forming the agreed terms and conditions between us and the Customer.
2    Terms and Acceptance – These Terms will apply to all our Services that we provide to you. Without limiting any other methods of acceptance, your request to use our Services will constitute your acceptance of these Terms. Where there is more than one Customer, these Terms will bind those persons jointly and severally.  Where an Agreement has been entered by an agent (or a person purporting to act as agent) on behalf of a Customer, these Terms will bind the agent and the Customer jointly and severally. We may vary these Terms from time to time by giving you no less than 20 days written notice. Any varied Terms will apply to the provision of all of our Services to you unless you give us written notice within that period that you do not accept the varied Terms.
3    Our obligations – We must provide our Services in accordance with the Agreement and all applicable laws, exercising reasonable care, skill and diligence and using suitably skilled, experienced and qualified staff.
4    Authorised use – We allow you to access and use our Services provided that these Terms are followed.    You acknowledge and agree that:
(a)    you control access to our Services by other users through your account (Invited Users) and the level of access that Invited Users are allowed;
(b)    you are responsible for and control the Invited Users’ use of our Services;
(c)    you will ensure that user names and passwords are kept secure and confidential and that you will take the necessary steps to maintain the security of our system;
(d)    you will ensure that our Software products are not modified, altered, reverse-engineered or compromised in any way.
5    Pricing & Payment – Our fees are based on the number of users and the level of additional support that you require.  The Fee Schedule provides pricing details. We will give you 90 days’ written notice of any changes to your pricing. Invoices will be issued on the last day of the month and are due on the 20th of the following month unless otherwise specified by us. Payments must be made electronically to our bank account without any deduction or set off. If any amounts are not paid on time we may suspend our Services.  Subject to our other rights under these Terms, we must promptly lift the suspension after you have made the payment. We may charge default interest of up to 10% per annum compounding monthly on all amounts that are not paid on time.
6    Data – Data remains your property but your access to the Data is conditional on full payment of our due fees.
7    Maintain copies – You must maintain copies of all Data inputted into the App.  We will follow best practice to prevent Data loss, including a data back-up process, but we do not make any guarantees that there will be no loss of Data.  We are excluded from any liability for any loss of Data.
8    Disruption to Services – We do not guarantee that our Services will be uninterrupted or error free.  Public data transmission services, computer networks and the Internet can be unreliable and may prevent access to our Services, and we are not responsible for any such interference to your access. We will not be liable for any delay in providing our Services resulting from actions beyond our reasonable control.
9    Limitation of liability – All warranties and representations (including those expressed or implied by law) in respect of our Services are excluded to the extent permitted by law.  Our entire liability and your exclusive remedy shall be limited in respect of any one incident, or series of connected incidents, to the fees paid by you in the previous 12 month period. Without limiting any other clause in these Terms, and to the extent permitted by law, we shall not be responsible or liable, in contract, tort (including negligence), equity or otherwise for any indirect, incidental, consequential, special or punitive damage or loss, loss of information, Data, profit, income or savings, or any costs or expenses incurred or suffered by you or any other person, arising out of, or in connection with our Services. The provisions in the Consumer Guarantees Act 1993 do not apply to the extent that you are acquiring our Services for the purposes of a business in terms of section 2 and 43 of that Act. If you are not satisfied with our Services, your sole and exclusive remedy is to cancel this Agreement.
10    Notices – All notices must be in writing and served by email.  A notice is deemed to have been served when sent to the receiving party’s last known email address or the email address appearing on the receiving party’s letterhead or website.  
11    Termination - You have the right to cancel the Agreement by giving us 30 days written notice.  We have the right to cancel the Agreement on reasonable grounds by giving you written notice. We will not be liable for any loss or damage whatsoever arising from any cancellation. You remain liable for all fees and expenses incurred to the date of cancellation. 
12    Force Majeure – Neither party will be liable to the other for any failure to perform its obligations under these Terms by reason of any cause or circumstance beyond the party’s reasonable control including, acts of God, communication line failures, power failures, riots, strikes, lock-outs, labour disputes, fires, war, flood, earthquake or other disaster, pandemic (including COVID-19), epidemic or governmental action after the date of any contract between the parties but excluding lack of funds for any reason (Force Majeure Event). The party affected must:
(a)    notify the other party as soon as practicable after the Force Majeure Event occurs and provide full information concerning the Force Majeure Event including an estimate of the time likely to be required to overcome it; 
(b)    use its best endeavours to overcome the Force Majeure Event; and 
(c)    continue to perform its obligations as far as practicable.
If a Force Majeure Event continues for longer than 30 days then without limiting any of our other rights under these Terms, we may cancel any contract by giving you no less than 10 days prior written notice. We will not be liable for any loss or damage whatsoever arising from such cancellation.
13    Intellectual Property – We will retain ownership of all existing Intellectual Property Rights owned by us before the commencement of our Services and all Intellectual Property Rights created by us independently of these Terms (including as those existing Intellectual Property Rights may be modified, enhanced or developed as a result of our Services including as a result of contributions made by you).
14    Privacy Act 2020 – We will collect, use, store and disclose your personal information in accordance with the Privacy Act 2020. You agree that we may collect, store, use and disclose (as applicable) any personal information about you:
(a)    to verify your identity for the purpose of providing our Services to you;
(b)    to provide our Services to you and improve those Services;
(c)    to market our Services to you, including contacting you electronically (e.g. by email for this purpose);
(d)    to any credit reference agency to undertake credit checks on you and to provide credit reporting services or to exercise any power of enforcement under these Terms; 
(e)    to any business that supports our Services (including any person that hosts or maintains any underlying IT system or data centre that we use to provide our Services); and
(f)    to other third parties for anonymised statistical information,
and such authorities are authorities or consents for the purposes of the Privacy Act 2020. You have the right of access to, and correction of, your personal information held by us.
15    Consumer Guarantees Act 1993 and Fair Trading Act 1986 – Where you are in trade and our Services are provided to you for business, you agree that the provisions of the Consumer Guarantees Act 1993 (CGA) will not apply to these Terms.  If you are not in trade and a “consumer” (as that term is defined in the CGA), nothing in these Terms is intended to have the effect of contracting out of the CGA or the Fair Trading Act 1986 except to the extent permitted by law. 
16    Preferred method of communication – If you have a preferred method of us communicating with you, please let us know.
17    Indemnity – You indemnify us against: all claims, costs, damage and loss arising from your breach of any of these terms or any obligation you may have to us, including (but not limited to) any costs relating to the recovery of any fees that are due but have not been paid by you.
18    Uplifting your file – You are welcome to uplift your electronic file provided that all fees and costs, including copying costs, have been paid.  We will preserve your Data for 90 days to the best of our ability but disclaim any guarantee regarding preserving your Data.   Please give us reasonable written notice before collecting your file should you wish to do so.
19    Dispute resolution – In the event of any dispute between the parties arising out of the interpretation or application or operation or this Agreement, the matter shall first be submitted to mediation, in which an independent mediator facilitates negotiation between the parties. If the parties cannot agree to a suitable person to act as mediator, a mediator will be appointed by the president at the time of the Otago branch of the New Zealand Law Society.  Any dispute that is not resolved by mediation shall be finally determined by arbitration.  The dispute shall be decided by one arbitrator.  The arbitrator must either be agreed upon by the parties or, if they cannot so agree, will be appointed by the president at the time of the Otago branch of the New Zealand Law Society.  Every arbitration shall be conducted in accordance with and subject to the provisions of the Arbitration Act 1996 or any enactment passed in amendment or substitution thereof. Neither party will commence legal proceedings against the other before following the procedure above except that this clause does not affect any party’s right to seek urgent interlocutory and/or injunctive relief.
20    General – To waive a right under these Terms that waiver must be in writing and signed by the waiving party. Failure by Road Direct to enforce any of these Terms shall not be deemed to be a waiver of any of the rights or obligations we have under these Terms. If there is any conflict between these Terms and any other agreement between the parties then the provisions of these Terms will prevail (except in respect of any Confidentiality and Non-Disclosure Deed) unless we agree otherwise in writing. If any provision of these Terms contravene any applicable law and is as a consequence illegal, invalid or unenforceable then:
(a)    where the relevant provision can be read down so as to give it a valid and enforceable operation of a partial nature, it must be read down to the minimum extent necessary to achieve that result; and
(b)    in any other case the offending provision must be severed from these Terms, in which event the remaining provisions of these Terms will not be affected, prejudiced or impaired and operate as if the severed provision had not been included. 
These Terms and any agreement to which they apply are be governed by the laws of New Zealand and are subject to the jurisdiction of the courts of New Zealand.